Matter-Horn, Fili-second and Spike patrolled through Maretropolis for signs of trouble. The busty psion teleported around the area she was assigned to; the plump speedster zipped all over the place, running up and down buildings with ease; and the normal guy leapt across rooftops with aid from the power-belt he wore.

Nothing seemed out of the ordinary on this bright summer day. The sky was clear, there was a light breeze, and the regular hustle and bustle of the city was the only activity they could find.

“Anything, you guys?” Matter-Horn asked through the warp medal, taking a moment to rest.

“Nothing on my end,” Spike said as he flew through flock of pigeons. “BLEH! A lot of flying rats, though!”

“Yeah, those things are everywhere!” Fili-second said screeching to a halt. “All quiet where I am!”

“Feh, where is anybody? Why haven’t we seen Love Bunny’s forces or the Diamond Dogs since the museum incident? It’s been a week!”

“Calm down, Matter-Horn,” Spike said leaping off a building. “You sound like you want them to show up.”

“It’s not that,” she said scanning the area. “I’m just worried. They’re probably planning some big scheme.”

“Did you just say ‘scheme’?” Spike said running across a rooftop.

“Oooh, are the bad guys scheming?” Fili-second said stretching her corpulent body. “What do you think they’re scheming?”

“We don’t know, Fili-second. That’s what we’re trying to figure out,” Matter-Horn said teleporting to the next block.

“Who knows what those nutjobs are thinking,” Spike said looking across the street to a nearby park. “The best we can do is just keep up these patrols and stop them when they do show their faces.”

“I guess,” Matter-Horn said shrugging. “I just feel so powerless like this. I want to do something, but at the moment I can’t.”

“Hey, don’t sweat it. You’re doing a good job.”

“Yeah, Matter-Horn!” Fili-second chimed in. “If it weren’t for you, this whole city would’ve gone KABLOOEY!!”

“Thanks, guys. It’s nice to have your support.”

There was a moment of silence from all three of them. They stood in place just thinking about the events that have unfolded.

“Well, changing the subject,” Spike said breaking the silence. “I’m looking at this nice park right now.”

“Yeah? What about it?” Matter-Horn said. “Maretropolis has ten parks. Anything special about this one?”

“Not really. I was just thinking it’d be nice to gather everyone and spend a relaxing day at one,” he said. “Have a picnic, play something like badminton or frisbee golf.”

“What brought this on?”

“I just figured taking a day for us to unwind would be good. You, especially. I can see how stressed you are.”

“I appreciate your concern, but I don’t think that’s something we can just do.”

“OH! Speaking of which,” Fili-second said. “Would this Saturday be good for the sleepover?”

“Really? You want to talk about this now?” Matter-Horn said holding her head. “Isn’t that too early anyway?”

“Too early for what?” Spike said. “There isn’t a waiting period for sleepovers.”

“I’ve already checked with the others,” Fili-second continued. “They said Saturday works for them. No one’s busy.”

“Ugh! Okay, we can do it this Saturday,” she said in exasperation. “Is five good? I’ll at least be able to get most of my work done before then.”

“Do you ever take time off?” Spike said. “It’s a Saturday. Let yourself relax.”

“I want to get that library open. You know this!” Matter-Horn practically shouted. “How many times do I have to-“

“Shut up!” Spike said suddenly cutting her off. He looked around with a worried expression.

“You did not just tell me to ‘shut up’.”

“Be quiet, I think I heard someone calling for help.”

Spike closed his eyes and focused his hearing. After a few seconds he heard the faint cries of someone shouting for help. He turned his attention to the park and leapt across the street.

“Someone needs help in that park I was talking about!” he shouted dashing through the area. Several people gawked at him as he followed the voice.

“Hold on a second, I’ll teleport to you,” Matter-Horn said preparing to warp.

“That won’t be necessary,” Spike said stopping in his tracks once he saw what the commotion was. Several people had gathered around a large tree with one woman frantically shouting for help.

“What do you mean? I thought you said someone needed help?”

“Someone does, but there aren’t any Dogs or Bimbos around,” Spike said slowly approaching the crowd. “I think someone got stuck up a tree.”

“Is that it? BOOOO!!” Fili-second cried in dismay. “I wanted to fight some evildoers!”

“Don’t worry, you’ll get your chance,” Spike sighed. “For now, I’ll deal with this ‘threat’.”

“Be careful,” Matter-Horn teased.

Spike pushed through the crowd until he reached the woman in the center. “Good day citizen. What seems to be the trouble?”

The woman looked at Spike with an expression that was both surprised and confused. “You’re a little early for Halloween. And old,” she said. The woman appeared to be around Spike’s age. She had frizzy purple hair pulled into a ponytail and wore blue horn-rimmed glasses.

“I’m not here for trick-or-treating,” he said resisting the urge to yell. “I’m your local superhero. I heard your call for help and came to the rescue.”

“Well, if you insist,” she said unconvinced. “My little sister is stuck up this tree. She climbed up but can’t get down.”

Spike looked up and sure enough there was a girl sitting on one of the tree limbs, holding on for dear life. She looked to be around twelve with light blue windswept hair.

“Don’t worry, miss, uh…” Spike started looking at her.

“Varsity Trim,” she answered him. “And that’s my sister Frosty Orange.”

“Right, Miss Trim. I’ll have your sister down in no time,” he said confidently.

“Frosty! Just sit still,” the woman called up to the girl. “This man here is going to get you down!”

The girl stopped crying and gave them a small nod.

“Alright, everyone! Stand clear!” Spike shouted to the crowd. “I don’t want any loose branches falling down and hitting someone!” The group of people looked at each other and murmured quietly but did what he said.

After a moment, Spike launched himself up the tree, hopping from limb to limb with ease. He didn’t even need help from the power belt to do so. In a matter of seconds, he was next to Frosty, balancing on the same limb.

“Don’t worry, you’re gonna be okay,” he said reaching his hands out to her. He saw tears in her bright purple eyes and her mouth trembled. “Just take my hand and I’ll have you back with your sister faster than you can say ‘superhero’.”

Frosty nodded and let go of the tree. She slowly turned around and took his outstretched hands. Spike pulled the girl close to him and wrapped and arm around her.

“Okay, I got her! I’ll be down in a second!” he shouted.

Spike looked down and spotted the sister. She had a smile on her face, but something felt off by it. He saw the crowd of people were slowly closing in around the tree again.

“Hey! I said to stand clear. It’s dangerous!”

“Oh, but you’re the one who’s in danger,” Frosty said in his ear.

He turned back to the girl and saw a sinister grin on her face. There was a flash of blue light and the girl transformed into a fully grown adult with a particularly large ass wearing a familiar maroon getup. She grabbed him by the shoulders and thrust her body to the side. Spike slipped off the tree limb and plummeted to the ground with the voluptuous woman clinging to him. He braced himself for the impact with the ground but was instead met with a soft landing.

Varsity Trim had transformed as well and leapt up to catch him. Her large breasts cushioned his landing as they returned to the ground. Frosty Orange straddled Spike while the other woman wrapped her arms around his torso in a surprisingly strong hold. Spike looked around to discover the were now wearing matching uniforms.

“Love Bunny,” he breathed spotting the crystal hearts dangling from their necks.

“Hey, you’re pretty cute,” Frosty said cupping his face in her hands. “What do you say, Var?”

“He certainly has a boyish charm to him,” she said looking him over. “Plus, he’s got a great physique. And that’s without any help from the magic.”

“Shame you’re with that lame hero,” Frosty said running her hands through his hair. “You’d do much better with us.”

“HELP!” Spike started to yell.

“Oh, no. None of that,” the blue-haired woman said pressing her mouth to his.

“HEL-mmph!”

“The rest of you, spread out!” Varsity ordered the minions. “The others may be close by! Keep an eye open for them!” They all nodded and ran off in different directions.

Spike felt his mind melt away as the woman’s tongue explored the inside of his mouth. His body grew hot, and he could feel a stirring in his crotch. Luckily, he made a habit of slipping on the cock ring when he got dressed in the morning. He forced himself to remain sane, but the woman on top of him began grinding her plump butt against him.

Frosty pulled away from Spike and licked her lips. “Mmm, you taste super good,” she said pinching his cheek. She wiggled her butt a bit more, “Though, I’m weirdly not getting a reaction out of you.”

“Is that so? Maybe we should take this even farther?” Varsity said to her companion.

“You mean that? Sure, why not?”

Varsity let go of Spike and laid him down on the grass. He tried to put up a fight, but his mind was still reeling. Frosty sat up on him as Varsity positioned herself over his face. After a moment she dropped onto him, tits flopping everywhere as she did so.

The woman’s round ass filled Spike’s vision as her crotch pressed down on his nose and mouth. Her scent was intoxicating, and he struggled to keep his mind together.

“How’s that? Now you’ve got Var riding your face,” Frosty said rocking back and forth. She frowned that her prey was still flaccid. “Okay, what’s going on? Nobody’s this resilient.” The bottom-heavy woman scooted back and reached inside Spike’s pants. She grasped his penis and immediately felt the cock ring snugly around his phallus. “Oh-ho! What have we here?” she slipped the ring off and held it up for Varsity to see. Within seconds, his dick swelled and was fully erect.

“A cock ring?” Varsity said in a bemused voice taking the small silver ring from Frosty. “Now, let’s see what we’re working with.” She tossed the ring away.

“Oh, goddess, Var. You won’t believe it!” Frosty said getting a look at his stiff manhood. She wrapped a hand around it and felt the intense heat radiating from the shaft.

“Is that really his dick? You didn’t do anything to him, did you?” she said doing a double take.

“No, I had only cast a stimulation spell on him, but to think he’s this big just from the start?” the blue-haired woman said rubbing her cheek against Spike’s penis. “Ooh, imagine what he’ll be like once we transform him?”

“Should we try the thing Trixie's been doing with the Diamond Dogs?” Varsity said lowering herself to Spike’s crotch and eying his cock hungrily.

“You mean fuck him into a huge beefcake?” she turned to her friend, a twinkle in her eye. “And we could totally have him as our personal himbo! All jacked up and hunky.”

“Do you think twelve girls would really share one guy like that?” the purple-haired woman said grabbing his testicles. “Even if he does turn into a total stud. There’s also mistress to think about.”

“I’m sure we can convince them,” she said running her tongue up his dick. “Love Bunny, too. After all, we were handpicked by her. It shouldn’t be much trouble to let us have one guy. I just wish we had the same privileges as those five. Going out on secret missions.”

“Yeah, but they’re special. Mistress even said so. Something about the spark being especially strong in them?”

“I don’t know all that Mistress talks about. Not that I care. I just want a good fuck,” Frosty said positioning herself over Spike’s cock, licking her lips. “Speaking of which, how ‘bout I give this bad boy a test drive?” In one quick motion, she threw her head down on his erect phallus and began sucking on it.

“HEY! No fair!” Varsity cried.

Spike’s mind was reeling. Between the stimulation spell cast on him, the purple-haired woman grinding her crotch on his face, and the blue-haired one giving him a blowjob, he wasn’t sure if he’d stay conscious. It was too much. Lily and Inky were only a glimpse into what the future had in store. And they seemed tame by comparison.

A part of him wanted to just sink into the pleasure. Let all his worries wash away as these two women had their way with him. What could be the harm?

‘NO’

A voice in the back of his mind spoke up. It was faint at first, but it became louder.

‘You will not submit. Not here, and certainly not to them.’

The voice rang out in his mind as the women continued their attack. His thoughts became clearer.

‘Don’t just lie there. Rise up and fight back.’

Spike lifted his hands and slapped them against Varsity’s ass. He could hear a yelp from her.

‘That’s it. Now, show them what you’re really made of.’

With that, Spike began his counterattack. He opened his mouth and pressed his tongue against Varsity’s vagina. He rubbed it against her labia, and she jerked a bit. After teasing the entrance, a bit, he pushed his tongue past her thong and inside her.

“EEP!” Varsity cried out in surprise.

“Wha ish ih, Vah?” Frosty said not bothering to pull off his dick.

“He’s…pleasuring me,” she said looking back at him.

There was a great suction sound as Frosty removed herself from Spike’s penis. She looked up at her friend. “Really? How is he?”

“Not bad, actually,” she said as her face began to flush. “He’s kinda rough, though. Like a wild animal.”

“Ooh, that so?” Frosty chirped as she lined herself up again. “Can’t wait to have him do that to me. Well, see you in a bit.” With that, she went back to her blowjob.

It was as if Spike was a completely different person. He thoroughly explored Varsity’s snatch, leaving no fold untouched. The walls of her vagina quivered as he twisted his tongue around. The woman’s sex was like a fountain on his face. However, Spike could also feel he was about to reach his climax. He pushed himself deeper hoping a reaction from her would distract them. Unfortunately, Spike lost this battle.

“Mmph!” Frosty’s eyes snapped open as Spike ejaculated down her throat. His manhood twitched frantically as it shot out a large load. She held on until semen was no longer being pumped into her and pulled off his dick. “Aaah! That was absolutely spectacular! Mmm, a wonderful texture and taste, not to mention a decent amount of magic too.”

“Whoa! Frosty, you’re glowing!” Varsity said looking up at her friend, her hand stroking Spike’s still erect cock.

“Don’t I know it,” she said feeling herself all over. “Ooh, that felt like ten cums at once, maybe more.”

“No, I mean you’re literally glowing. Look!”

Frosty opened her eyes and looked down at herself. Sure enough, a light blue aura shimmered around her. “Oh, wow. I feel so full of energy! I feel like I could fly all day!”

A pair of cream sickle ethereal wings sprouted from Frosty Orange’s back and the woman shot into the air. She flew around at incredible speeds, flipping and twirling as she did so.

“WOOOO!!! YEAH!! This is awesome! I don’t know what’s with this guy, but I could get addicted!” Frosty shouted stopping over them.

“Really? Well, let me have a taste!” Varsity said lowering her head to Spike’s crotch.

At that moment, Spike gripped Varsity’s butt tight and began to move.

“Getting excited, now? Don’t worry, you’re about to enter a world of ple-OH! Hey, what the?”

Spike started to sit up with Varsity still on his face. The woman flailed about, but Spike didn’t let go. With a bit of effort, he managed to get to his feet.

“Hey! What are you doing down there?” Frosty called to Varsity.

“How should I know? He just started to stand up for some reason!” Varsity said in an exasperated voice.

“Phht! It’s kinda funny, honestly,” Frosty said holding in a laugh. “Him lifting you up with his dick hanging out! HAHAHA!!”

As they were talking, Spike leaned back as far as he could without falling. After a moment of preparation, he launched the buxom woman at the one in the air.

“WAAAH!! WAIT!! WHAT ARE YOU DOING?!! FROSTY, LOOK OUT!!!” Varsity screamed, but it was too late.

Frosty had been too busy laughing at the sight before her that she didn’t notice the busty woman flying at her. Varsity collided with the bottom-heavy avian, and they fell to the ground. They rolled around for a bit before disentangling themselves and getting back up.

“What the hell was that?” Frosty said brushing dirt off herself.

“I don’t know. He just stood up and threw me at you,” Varsity said fixing her top. “Can’t believe how strong he is. Just makes me want him even more.” She wrapped her arms around herself and rocked back and forth.

“Yeah, I get what you mean,” Frosty said rising into the air again. “The prospect of him becoming a total hunk just makes him hotter. But right now, he needs to be punished. He’s being such a bad boy.” The avian looked at him and licked her lips. Blue aura still shimmering around her.

Spike stood there breathing heavily. His vision was clouded, and his mind was moving a mile a minute. Thoughts of grabbing the two women and thrusting his cock into them filled his head. He wanted to fornicate with them until they were just drooling piles on the ground. He wanted to fuck them.

After a few moments, Spike shook his head and wipe Varsity’s juices from his face. “Phew, and I thought Lily and Inky were bad. Now I get why she wanted me to do that kind of training,” he mumbled to himself. He looked at Frosty and Varsity, thinking up a plan. “Hey, Matter-Horn, Fili-second. Can you hear me?”

“Yeppers! Loud and clear!” Fili-second answered in her usual peppy tone.

“We’re here,” Matter-Horn said. “How’d your rescue operation go?”

“Not good. Found more than a kid up a tree.”

“What, was there a Bandersnatch in the tree?” Matter-Horn teased.

“No, but there are a lot of rabbits here.”

“Why would rabbits be of any concern to us?”

“Oh, my god! I’m talking about Love Bunny’s forces!” Spike screamed. “I’m dealing with them now.”

“What?! Why didn’t you just say so? Where are you now?”

“I’m at a park in the south-west part of the city. Fili-second, you know where I’m talking about?”

“Think so. It shouldn’t take me too long to get there.”

Frosty and Varsity watch as Spike talked to himself. They both exchange looks and shrug.

“Hey, stud! If you’re done talking to your imaginary friend, we still have business with you!” Frosty shouted from above.

“Yeah! Why don’t you bring that cock of yours over here so I can have a taste!” Varsity said eying him and licking her lips.

“How about I feed you a knuckle sandwich instead?” he retorted clenching his fist.

Both women give Spike a look of bemusement. Frosty shook her head and Varsity furrowed her brow.

“Okay, not my finest comeback, but you get what I mean!”

“What I get is that you’re gonna become our obedient love slave so we can milk that wonderful dick of yours,” Frosty said. She raised her arms, and a giant icicle began to form. “Now, be good boy and come with us. We don’t want to hurt you.”

At that moment, a jet of fuchsia energy soared through the air and struck Frosty in the side. She was knocked sideways, dropping the half-formed icicle. A pink blur zoomed along the ground and whipped around Varsity. The purple-haired woman fell to her knees feeling dazed and satisfied.

“Hope we didn’t miss anything,” Matter-Horn said stepping up next to Spike and striking a heroic pose.

“Sorry for being a little late,” Fili-second said stopping on Spike’s other side. “I made a quick stop at this ice cream stand ten blocks away.”

“No problem. You guys are right on time.”

“Now, what’s the situ-could you please fix yourself?” Matter-Horn said looking away from him.

Fili-second didn’t bother to hide that she was looking at him. She forced herself to face their foes and wiped the drool from her mouth.

“What are you talking abo-oh shit!” Spike looked down and cursed. It wasn’t until Matter-Horn had said something that Spike noticed his pants were still down and his erect cock was exposed. He quickly pulled up his pants, but he couldn’t hide his stiff manhood. “Sorry about that. I was dealing with those two.”

“Well, why are you still like that?”

“They took my cock ring off. It’s what kept me ‘calm’,” he said pointing to his crotch. “Hey, Fili-second? Maybe you can find it for me? Silver ring about yay big. Shouldn’t be too far.”

Fili-second took off like a bullet and zipped around the area leaving a pink trail. In a few seconds she was finished and stopped by Spike.

“I found five rings. Are any of them yours?” she held up her hand revealing the bands.

“Thanks, it’s this one,” he said taking the unclasped silver ring. “You can just toss the rest, they’re useless.”

The pink-haired woman shrugged and threw them over her shoulder.

Spike took a moment to shove his hand down his pants. After a bit of fenagling he managed to get the ring around his cock and snap it close. Once the band was firmly on, his shaft returned to its normal flaccid state. “Okay, we are good to go.”

“Hooray,” Matter-Horn cheered unenthusiastically. “Now, let’s deal with those two.”

Several meters away, Frosty and Varsity were recovering.

“Did anyone get the name of the bitch that hit me?” Frosty said slowly flying back.

“Ooh, do that again,” Varsity said standing up, her legs quivering. “Mama likes.”

“Hmm, things are getting exciting,” Frosty said spotting Matter-Horn and Fili-second. “But I don’t have time for games,” she said snapping her fingers.

In an instant, all their minions gathered behind them. It was mostly busty women but there were a few beefed up men as well.

“Great, just what we needed. More of them,” Matter-Horn groaned.

“Hey, think of it this way,” Spike said cracking his knuckles. “We stop them, and that’s like thirty less people under Love Bunny’s control.”

“WOOHOO!! Time to beat up some baddies! I am PUMPED!!” Fili-second hollered as she ran in place.

The crowd of minions stirred as the three heroes readied themselves for a counterattack. Frosty touched down and sized up her adversaries. After a few moments she turned to her entourage.

“Alright! That’s enough! Settle down!” she shouted. Immediately the group quieted. “That’s better. I love them, but they can get a bit loud sometimes.”

Matter-Horn jabbed a finger at them. “Are you done playing around?!” she shouted. “Because we’re ready to bring you to ju-.”

Frosty held up a hand and cut the well-endowed superhero off. “Not that I don’t want to hear your big heroic speech, but we’re not here to fight you.”

Spike stepped forward clenching his fist. “Oh, yeah? Then what was five minutes ago?”

“Weird that you’re acting upset about that,” Matter-Horn said under her breath.

“That,” Frosty said moving closer to them, “Was just a bit of fun. We’ve been out here doing this for the past four days. Waiting for one of you to show up. And since wondercock here was the first to arrive,” she gave Spike a playful wink, “Well, we couldn’t just pass up this opportunity, now, could we?”

“You said you weren’t here to fight? Then why are you here?” Matter-Horn asked.

The bottom-heavy woman ran her hands through her hair and stretched her body. “We have a message for you, from Love Bunny. Stop getting in our way”

“Is that it? She didn’t need to send a liaison for something like that.”

“Stop getting in our way and there won’t be any casualties. Your interference only causes further problems.”

“Oh, sure. Like kidnapping people and turning them into mindless sex slaves isn’t causing problems.”

“Our mistress has great plans for the future,” Varsity chimed in. “Far to great for your feeble minds to comprehend.”

“What plans?” Spike said. “Turning the city into a giant orgy?”

“Perhaps. But that is not anything we need to divulge with the likes of you,” Frosty said. She reached up and touched the crystal heart on her choker. “Well, that’s all for now. It’s been a ton of fun.” She gave Spike a coy look. “Hope to see you again, stud. Be sure to keep that cock in tip-top shape. Later!”

The chokers on each of them began to glow and they were wrapped in a bright pink light.

“NO! You’re not getting away!” Matter-Horn shouted firing a bolt of magic at them. The fuchsia energy shot through the air but just missed its target. Frosty and Varsity vanished with their group, and Matter-Horn’s magic blew apart a park bench. “AAAAAH!!! This is so frustrating!” she screamed stamping her foot. “Oh, we don’t want to fight. We just want to give you a message. Stop what you’re doing and leave us alone. IS SHE KIDDING ME?!!”

“Calm down,” Spike said. “Being a hero isn’t easy. We’re bound to run into something like this.”

“Need some alone time?” Fili-second said hugging her from behind. “Perhaps a visit from the vibe fairy?” she made motions towards Matter-Horn’s crotch.

“What? No! …Maybe…” Matter-Horn said pushing away from the corpulent speedster. “I’m fine. I’m just annoyed. All of this has been a pain in the butt.”

“I get that. Trust me. Need I remind you that I’m the non-superpowered person here?” Spike said raising an eyebrow. “But you’re right, it is a pain in the butt. Maybe that sleepover isn’t such a bad idea?”

The busty heroine furrowed her brow and pursed her lips. After a few seconds she threw her hands up and said, “Alright, a sleepover does sound like a good idea. Happy?”

“YAAAAY!! Sleepover! It’s gonna be sooo much FUN!!” Fili-second shouted zipping around Matter-Horn and Spike. “We’re gonna eat smores, stay up late, tell ghost stories, play lots of games…”

“Whoa, easy there,” Matter-Horn said stopping Fili-second with her magic. “Why don’t you save that energy for Saturday?”

“Okie-doke!”

“For now, let’s just head back to base and report what happened.”

There was a flash of light and the three superheroes disappeared.

In the dimly lit warehouse that was their headquarters, Frosty Orange and Varsity Trim appeared in a flash of pink. Their minions dispersed amongst the rest as they marched towards Love Bunny. They approached her veiled throne with an air of satisfaction, and Frosty was still shimmering a faint blue.

“You’ve returned? I take it you’ve delivered my message to that pesky hero?” the titanic woman said to the two women kneeling before her.

“We have Mistress,” Frosty answered. “We do apologize for taking so long, but we did not wish to make a scene in the city, like you asked. Finding her was not an easy task.”

“That is quite alright. So long as the insolent whelp has received my message, I am not concerned with how long it took,” she said. “What did she have to say in return? Should I have nothing to fear from her anymore?”

“HA! Hardly!” Varsity answered this time. “She’s quite adamant about opposing you. In fact, all three of them are.”

Love Bunny sat for a moment, thinking. “Hmmm, that is unfortunate,” she said, her silky voice emanating throughout the area. “I was hoping she’d at least keep out of my hair. It would be preferable if she would join my righteous cause. To have such a powerful Ourania on our side would prove immensely useful. (sigh) And now she’s recruiting others. This is quite vexing. Now, Frosty, why don’t you tell me why you’re glowing.”

Frosty Orange looked down at herself then back to her Mistress. “Oh, this? Well, we ran into Matter-Horn’s little sidekick first and figured we’d have some fun before she showed up,” she said.

“Oh, is that so?”

“Just a bit of fooling around, nothing too serious,” she said quickly. “Heh, turns out he ain’t so ‘little’. Without using any enhancements on him, he was huge!” Frosty held up her hands to indicate Spike’s size. There were murmurs from the people surrounding Love Bunny. “Yeah, I know! Anyway, I give the stud a blowjob and it was incredible. Swallowing his cock was something else. I can’t even explain it. And the heat coming off it was intense. I can still feel it…”

“That’s nice, Frosty, but that doesn’t explain why you’re glowing,” Love Bunny interrupted.

“I was getting to that, Mistress,” she said holding up her hands. “So, I go down on him while Var here rides his face. Standard. Getting him to cum was no issue. And Goddess, did he cum. There are no words to describe it. Just…superb, mistress. That’s all I can say. Anyway, from that one load of semen, I got all glowy and energetic. Though, it seems to be fading now.”

The bimbo queen sat there in silence for a moment, tapping her long, manicured nails on the arm of her throne. This was interesting, she thought to herself. None of her own subjects yielded such results, even some of the hardier ones. She had met some powerful Ouranium in the past and they never like this. What made this man in particular so special?

“Mistress?” Frosty started. “Should we do anything about the man with Matter-Horn? Perhaps turn him into one of our sex slaves? We’d get a lot of sexual energy from him for sure.”

“Hmmm…no,” she said after a second. Frosty and Varsity exchanged confused looks. “Keep an eye on this one for now. Messing with him could prove dangerous. Besides, Miss Lulamoon told us in her report from her first encounter with them that he was immune to the slave magic.”

“Oh, yeah. I forgot about that,” Frosty said sheepishly, scratching her head. “Can we go, now?”

“Is that all you have for me?”

“Yes, Mistress. Nothing else to report.”

“Then you are dismissed.”

Frosty and Varsity both bowed and left the throne room. They made their way through the hideout until they came to a door marked AUTHORIZED PERSONEL ONLY. Frosty opened the door and they entered a room that was setup like a lounge. Sofas, easy chairs, even a flatscreen television was hanging from one of the walls. Ten women greeted them, including Alizarin Bubblegum and Ginger Owlseye.

“So, how’d it go?” a woman with curly pink-colored hair asked.

“That took four days,” a purple-haired woman with a ponytail said. “Were you even trying?”

“What did the superhero say? Are we getting a new member?” a muscular woman with mint-green hair asked.

“Girls, girls, easy. We just got back. Give us time to unwind,” Frosty said as she moved to a table with a coffee maker on it and poured herself a cup. “We delivered Love Bunny’s message to Matter-Horn. Unfortunately, she still wants to oppose us.”

“Yeah, it was a bit of a bummer,” Varsity said flopping down on a sofa and grabbing a bag of chips. “But it wasn’t all bad.”

“What’s that supposed to mean?” Alizarin asked looking over her glasses.

“Weeeelll…” Frosty said teasingly. She moved to the refrigerator and grabbed a carton of cream from it. She poured a bit into her mug and slowly stirred it into her coffee.

The ten women looked at them expectantly. They wanted an answer, and they weren’t ones to wait for it.

“Come on, spit it out. Don’t leave us hanging,” Ginger finally said.

The blue-haired woman just smiled and took a sip of her coffee. She made a face then grabbed the carton of cream again. Frosty sniffed the contents before drinking directly from it.

“HEY!! No drinking directly from the carton! You know the rules!” a petite woman with forest-green hair shouted.

“Hmm, it’s just not as good,” Frosty said licking her lips.

“What? What’s not as good? That’s our best stuff!” a woman with peach hair and massive breasts said. “And I should know, I got it this morning!”

“Okay, I’ll tell you,” Frosty said giving them a devilish smile. “You know Matter-Horn’s sidekick?” They all nodded. “Well, turns out he’s carrying quite a large package.”

“Ooooo,” they all said in unison.

“What was in the package?” a tall woman with green hair asked innocently.

“She means he has a large cock, Cold Forecast,” a woman with orange hair answered.

“Oh? OH! Ooooo,” the tall woman said blushing furiously.

Frosty quickly recounts what happened in the park and how the lame sidekick had such quality cum. How even after just one shot from him, she felt a huge rush of energy.

“Unfortunately, Mistress doesn’t want us to take him in,” Varsity said. “Which is a shame. I didn’t even get to try that cock.”

“Aww, no huge man meat?” the peach-haired woman moaned. “I really wanted to feel that thing between my melons. Feel his jizz all over them.” She grabbed her tits and looked at them forlornly.

“Relax, she just said we couldn’t bring him back here,” Frosty said sitting next to the orange-haired woman. “She didn’t say we couldn’t have a little fun with him if we run into him. It shouldn’t be too much of a problem. After all, she did recruit us personally from Crystal Prep.”

“Oh, I like the way you think,” the forest-green-haired woman said.

“Come on, tell us what it was like again,” the purple-haired woman said.

“Well, it was like the Goddess gave us the perfect man,” she started as the others gathered around her.

~~~~~~~~~~~~~

Love Bunny climbed off her throne and headed for her personal sanctum. It was a room lit by a soft magenta light. The air was heavy with perfume and a queen-sized bed took up most of the space. A shelf beside the bed was filled with numerous sex toys, particularly dildos of great size. She grabbed one of the dildos and lay down on the bed, spreading her legs wide open. Without hesitation, Love Bunny plunged the phallus into her already wet snatch and vigorously thrust it in and out.

The act of masturbation was something that focused her thoughts. It allowed for better concentration as she pleasured herself. The rhythmic motion, the silicone cock penetrating her womanhood, the rush of endorphins as she climaxed. It was oddly soothing and cleared her mind.

“This man Frosty and Varsity speak of is intriguing,” she said tossing the soaked dildo aside. “I had dismissed him as being nothing special. Just some knave likely seeking glory in the name of heroism. But if what those two said is true, then he could be far more useful to me than I previously believed. I may have to inspect him on a more personal level.”

The Bimbo Queen stood and stretched her voluptuous body, catching her image in the mirror. She paused to admire her overflowing assets. She squeezed her massive breasts and gave her plump ass a smack. A body cultivated over many years.

“Hmm, though I may want to be less conspicuous.”

Twilight, Spike and Pinkie stood in the sub-basement of the library with Celestia and Raven. They had finished telling them what happened at the park and were waiting for a response.

“Don’t interfere and no one gets hurt,” Celestia repeated to herself. “I want to believe that, but experience tells me otherwise.”

“Did she really think we’d believe something like that?” Spike said folding his arms. “That’d be like a cat telling a mouse that its not going to attack it.”

“Maybe it’s a game?” Pinkie suggested as she bounced up and down.

“What kind of game, Pinkie?” Twilight said shaking her head. “We have mass kidnappings occurring in broad daylight. Do you think they want to play hide and seek?”

“I dunno, it was just a thought.”

Celestia sat there for a few seconds thinking. Finally, she said, “Maybe I’m being optimistic, and maybe I’m losing my mind being stuck in this bubble, but perhaps Love Bunny means what she said?”

Twilight and Spike both gave her looks of confusion. Raven stood there passively, knowing Celestia wouldn’t say such a thing without reason. Pinkie, meanwhile, fiddled with her own hair, oblivious to the situation at hand.

“You want to run that by me again?” Twilight finally said breaking the silence. “Because it sounded like you just agreed with our enemy.”

“Kidnapping innocent people, fighting us on numerous occasions, all the stuff with Trixie,” Spike listed off.

“There haven’t been any casualties from her group, Trixie not-withstanding,” Celestia responded firmly. “As of now, the only thing they would do is spirit away people to wherever they’re hiding out. No property damage, no casualties.”

The two siblings folded their arms and scowled at her.

“I’m not saying you should leave them alone!” Celestia said raising her voice. “But we need to be careful. I’ve been doing this kind of thing for a long time, and I’ve dealt with people who use civilians as their unwilling puppets. We don’t want to risk them actually harming innocent people.”

Twilight rubbed her temple and sighed. “Alright, but how do we know she hasn’t done anything to hurt the people she’s kidnapped already?”

“Honestly, we don’t. For all we know she’s been torturing her prisoners,” she said.

“Not inspiring confidence,” Spike said.

“But since she’s an Ourania, I don’t believe she’d do something like that,” Celestia quickly added. “We Ourania thrive on sex and physical contact with other people. Love Bunny wouldn’t want to purposely damage those she’s exploiting for sex.”

“So, what’s to say she doesn’t blow up the city?” Spike asked. “Or send her army to attack us?”

“I don’t think she’ll do something like that either. At least blow up the city. If she really wanted to, she could’ve done so by now. The sexual energy Ourania can gather is powerful. With only a few dozen people she could level a few blocks easily. And that’s assuming those few dozen are normal people. With awakened Ourania under her control, she could wipe out Maretropolis. No, Love Bunny is planning something big. Something we need to stop at all costs. I just wish we had some inkling as to what.”

“Yeah, it’s not like they would just tell us,” Pinkie suddenly spoke up.

“Yeah…wait. You were listening?” Twilight said whipping around to face the plump baker.

“Of course, I was, silly,” she said bouncing over to her. “I got everything. Stop the bad guys but be careful. Innocent people may be hurt, but we aren’t sure yet. Big bad bimbo is planning something evil and could make the city go KAPLOOEY!! That about it?”

Spike took a second to digest what she said before answering. “Yeah, that’s the gist of it. We’re just gonna carry on as normal. Free as many people as we can from their control, try to stop them altogether, hopefully find out what these maniacs want. You know, usual hero stuff.”

“Sure, if the heroes had fantastically large breasts, an insatiable sex drive, and had to fight equally bizarre foes,” Twilight said sarcastically.

“You joke, Twi. But there is a comic like that,” Spike said moving towards the elevator.

“Oh, really?” she said catching up to him.

“Yeah, it’s called ‘Tarot, Witch of the Black Rose’. Here, have a look.” Spike took out his phone and showed an image of the comic to Twilight.

“Holy crap, you weren’t wrong,” she said taking a close look. “Her boobs are huge!”

“Lemme see!” Pinkie shouted bouncing around them. “Ooooh, she’s pretty. Oh, are they doing it? Hee hee hee. That’s so naughty.”

“Will you put that away? I get enough of that from these,” Twilight said grabbing her own breasts. “Anyway, Pinkie? This Saturday, five o’clock, that’s good for everyone?”

“Ya-huh! I just need to get a few more things. EEEEEE!! This is gonna be the best sleepover EVER!!”

The door to the elevator closed leaving Celestia and Raven in the command center. After a moment, Celestia began to chuckle.

“May I ask what is so amusing, mistress?”

“Oh, to be young again,” she mused. “So full of life and so blissfully unaware of what lies ahead.”

“Should we tell them? About what happened?”

Celestia sighed and closed her eyes. “I want to. Really, I do. But I don’t think now is a good time. It’s still too early, and I don’t want to scare them off. When the time is right, I will.”

Author's Note

Alright, got chapter 17 finished. and it didn't take me a month.

All's quiet in Maretropolis since the museum break in. no activity from Love Bunny or the Diamond Dogs.

We have the introduction of new bimbos working for Love Bunny. Frosty Orange and Varsity Trim. They have some fun with Spike and discover he has quality semen.

Meanwhile, Spike is having an awakening of his own. What does this mean for our hapless man? What was the voice he heard?

Pinkie is getting used to her new powers fairly easily. Though I suspect someone like Pinkie wouldn't have much trouble adjusting to such a change.

Love Bunny is planning something nefarious. Something big. What could it be? Does she really mean what she said about there being no casualties? She's also showing an interest in our favorite sidekick.

We also have the minor introduction to other forces of Love Bunny's army. I was using these characters drawn by Annon. I'm thinking of having them pair up and take on Twilight and her crew throughout the story. They're gonna be fun to write.

And finally, we have the cryptic words from Celestia. What is she keeping from our heroes? What's so terrible that she's staying quiet about it? Don't worry, those mysteries will be addressed in future chapters. For now, be ready for the sleepover chapter.

Alright, that's all for now, gang. As always, thanks for reading. Pleae leave a comment below. Give me your feedback. Tell me what you liked, what you didn't like, and what may need improvement.

Until next time.